Common use of Grant of License to Use Intellectual Property Clause in Contracts

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Administrative Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Administrative Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of DefaultAgent, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantors and exercisable only after the occurrence and during the continuation of an Event of Default) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any such license that is prohibited by and any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted such license granted by the Indenture, with respect Collateral Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 grants, or shall require a Grantor to grant, any license that is prohibited by applicable Law, or is prohibited by, or constitutes a breach or default under or results in the termination of any existing or future contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. Without limiting the foregoing, and notwithstanding the existence of any subsequent cure of an Event of Default, any license rights granted under the Intellectual Property Collateral hereunder are and shall be subject to all other license rights, existing or future, that are or will be granted by any Grantor to a third party. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) the Applicable Agent an irrevocable (until the termination or a designee of the Indenture) nonexclusive Applicable Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureCredit Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Applicable Agent or its designee may be exercised, at the option of the Notes Collateral AgentApplicable Agent or such designee, only during the continuation of an Event of Default; provided that any licenseDefault after the First-Priority Lien Obligations Termination Date. Furthermore, sublicense or other transaction entered into by each Pledgor hereby grants to the Notes Collateral Applicable Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of DefaultDefault with respect to Collateral consisting of Inventory, grant each Grantor hereby (a) grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) a nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantor) to use, license or sublicense during the continuance of an Event of Default any of the Collateral Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to grant such Grantor to) any license that is prohibited by of such Grantor’s Inventory directly to any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results Person (in the termination case of any contract, license, agreement, instrument or other document evidencing, giving rise Intellectual Property licensed to or theretofore grantedsuch Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by the Indenture, with respect or licensed to such propertyGrantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided, further, provided in each case that (i) such licenses to be granted hereunder with respect to Trademarks license shall be subject to the maintenance rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality standards and nature consistent with respect to the goods quality and services on reputation with which such Trademarks are were associated when used sufficient by such Grantor prior to preserve the validity exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such Trademarksgrant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Notes Collateral Administrative Agent may only be exercised, at exercised upon the option of the Notes Collateral Agent, occurrence and during the continuation continuance of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor , the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedand, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the Indenture, right to prosecute and maintain all Intellectual Property and the right to xxx for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with respect the Administrative Agent in any attempt to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to prosecute or maintain the maintenance Intellectual Property or xxx for infringement of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant subject to the Notes Collateral Agent an irrevocable terms of the licenses, each Grantor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license for cash, upon credit or for future delivery as the Administrative Agent shall deem appropriate to use (exercisable without payment of royalty or other compensation and to the Grantors) to useextent permitted by the licenses, license or sublicense sublicense) any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of lawLaw, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement and goodwill provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes First Lien Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes First Lien Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon prior written request by the Notes First Lien Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes First Lien Collateral Agent an irrevocable a nonexclusive, non-transferable irrevocable, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyIntellectual Property, or gives any third party any right of acceleration, modification, termination or cancellation in any such document, or otherwise unreasonably prejudices the value of such Intellectual Property to the relevant Grantor; provided, further, provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the First Lien Collateral Agent’s maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes First Lien Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon termination of the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default; such license to the Intellectual Property shall automatically and immediately terminate and any Intellectual Property in the possession of the First Lien Collateral Agent shall be returned to such Grantor.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense under such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only during the continuation continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Upon the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant for the purpose of enabling the Term Collateral Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Notes Term Collateral Agent an irrevocable (until the termination of the Indenture) terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification, termination or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Term Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Term Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Term Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesAgreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until during the termination continuance of the Indenture) Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property and Licenses (to the extent that they can be sublicensed or assigned to the Collateral Agent) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Collateral Agent) to the extent that such non-exclusive license (a) does not violate the express terms of any agreement or License between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property and Licenses, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of reasonable quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks, (ii) such licenses granted with regard to trade secrets shall be subject to the requirement that the trade secret status of such trade secrets be maintained and (iii) reasonable patent, trademark, copyright and proprietary notices are used. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent an irrevocable (until the termination Agent’s sole discretion) a designee of the Indenture) nonexclusive Applicable Agent or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureCredit Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any licenseDefault after the First-Priority Lien Obligations Termination Date. Furthermore, sublicense or other transaction entered into by each Pledgor hereby grants to the Notes Collateral Applicable Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent an irrevocable (until the termination Agent’s sole discretion) a designee of the Indenture) nonexclusive Agent or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 5.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureLoan Documents and each Other First Lien Agreement, with respect to such propertyIntellectual Property Collateral; and, provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to (i) the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksTrademarks and (ii) those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents and any Other First Lien Agreement, to the extent conflicting. The use of such license by the Notes Collateral Agent may be exercised, at exercised solely upon the option of the Notes Collateral Agent, occurrence and during the continuation of an Event of DefaultDefault and subject to any Intercreditor Agreement; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default. Furthermore, each Pledgor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect the potential license granted herein and record the same.

Grant of License to Use Intellectual Property. For Upon the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification, termination or cancellation therein and (b) is not prohibited by any rule applicable Requirements of lawLaw; provided that such license and sublicenses, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, (i) with respect to such property; providedTrademarks, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksTrademarks and the inurement of any goodwill created by the use of such Trademarks to the benefit of the applicable Grantors and (ii) with respect to trade secrets, shall be subject to the requirement that the secret status of such trade secrets be maintained and reasonable steps are taken to ensure that they are maintained. The use of such license by the Notes Collateral Agent and the use of any sublicense granted by the Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that upon any termination of such Event of Default, any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon automatically and immediately terminate. For the Grantors notwithstanding avoidance of doubt, at the time of the release of the Liens on any subsequent cure of an Event of DefaultCollateral as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Notes Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Administrative Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Administrative Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that nothing in this Section 3.03 shall require Grantors to grant any such license that is prohibited by and any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted such license granted by the Indenture, with respect Administrative Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Notes Collateral Administrative Agent may only be exercised, at the option of the Notes Collateral Administrative Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors Administrative Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 grants, or shall require a Grantor to grant, any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any existing or future contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. Without limiting the foregoing, and notwithstanding the existence of any subsequent cure of an Event of Default, any license rights granted under the IP Collateral hereunder are and shall be subject to all other license rights, existing or future, that are or will be granted by any Grantor to a third party. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by remedies following the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant each Grantor hereby grants, so long as any Secured Obligations shall not have been paid in full in cash, to the Notes Collateral Agent Agent, to the extent such Grantor has the right to do so and on an irrevocable “as is” and “as available basis” (without representation, warranty or guarantee of any kind), a limited, nonexclusive license (until the termination or cure of the Indenture) nonexclusive license (such Event of Default and exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense (on a non-exclusive basis) any of the Article 9 Collateral consisting of Owned Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, to the extent permitted by applicable law, the right to prosecute and maintain all such Owned Intellectual Property and the right to xxx for infringement of such Owned Intellectual Property, in each instance, subject to any pre-existing licenses or other agreements granting rights to third parties with respect to any such license reasonable access Owned Intellectual Property, provided that, solely as it pertains to all media in which any of such licenses or agreements entered into after the licensed items may be recorded Effective Date, the same were permitted under this Agreement, the Credit Agreement or stored and to all computer software and programs used for the compilation or printout thereofany other Loan Document; provided, however, that all of the foregoing rights of the Collateral Agent to use, license or sublicense such Owned Intellectual Property, shall expire immediately upon the termination (including by cure) of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and nothing in this Section 3.03 5.03 or any other provision contained herein shall require the Grantors to grant any license that is (x) prohibited by any rule of law, statute law or regulation or is (y) prohibited by, or constitutes a breach or default under or results in the termination of, any license or agreement entered into with another Person (other than any other Restricted Party or a wholly-owned Subsidiary of any contractRestricted Party) concerning such Owned Intellectual Property, licenseprovided that, agreementsolely as it pertains to any such licenses or agreements entered into after the Effective Date, instrument the same were permitted under this Agreement, the Credit Agreement or any other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLoan Document; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees, at any time following the occurrence and during the continuance of an Event of Default so long as any Secured Obligations shall not have been paid in full in cash, to reasonably cooperate with the Collateral Agent in any attempt to prosecute or maintain the Owned Intellectual Property or xxx for infringement of the Owned Intellectual Property. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault so long as any Secured Obligations shall not have been paid in full in cash; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of the Indenture) nonexclusive license (exercisable without payment all Events of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon no less than 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to executed with a third party or theretofore granted, otherwise unreasonably prejudices the value thereof to the extent permitted by the Indenture, with respect to such propertyrelevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) nonexclusive Collateral Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureLoan Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Trademarks in connection with respect goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademarks shall and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents, to the goods and services on which such Trademarks are used sufficient to preserve extent conflicting. For the validity avoidance of such Trademarks. The doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised only during the continuation of an Event of DefaultDefault by the Collateral Agent and subject to the ABL Intercreditor Agreement; provided provided, however, that any license, license or sublicense or other transaction entered into granted by the Notes Collateral Agent to a third party during the continuation of an Event of Default shall remain in accordance herewith shall be binding upon the Grantors effect notwithstanding any subsequent cure of an such Event of Default. Furthermore, each Pledgor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent an irrevocable (until the termination Agent’s sole discretion) a designee of the Indenture) nonexclusive Agent or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureCredit Agreement, with respect to such propertyIntellectual Property that is part of the Collateral now owned or hereafter acquired by such Grantor; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Notes Collateral Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document that may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement after the occurrence and during the continuance of an Event of Default, at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by hereby grants to the Notes Collateral Agent at any time after and during for the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination ratable benefit of the Indenture) Secured Parties an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor (subject, in the case of Trademarks, to quality control measures sufficient to maintain the validity of and such Grantor’s rights in such Trademarks), and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing this license shall not violate the express terms of any agreement between a Grantor and a third party governing such Grantor’s use of such Intellectual Property in this Section 3.03 shall require Grantors to grant any license that is prohibited effect on the date hereof and those granted by any rule of lawGrantor hereafter, statute or regulation or is prohibited by, or constitutes a breach or default as permitted under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedLoan Documents, to the extent permitted conflicting. The Applicable Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuance of an Event of Default, to bring suit in its own name to enforce the Article 9 Collateral consisting of Intellectual Property of each Grantor and, if the Applicable Collateral Agent shall commence any such suit, the appropriate Grantor shall, at the request of the Applicable Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity Applicable Collateral Agent in aid of such Trademarksenforcement. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided provided, however, that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesAgreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until during the termination continuance of the Indenture) Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property and Licenses (to the extent that they can be sublicensed or assigned to the Collateral Agent) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement or License between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property and Licenses, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks, (ii) such licenses granted with regard to trade secrets shall be subject to the requirement that the trade secret status of such trade secrets be maintained and (iii) reasonable patent, trademark, copyright and proprietary notices are used. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided provided, further, that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Upon the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification, termination or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement upon and during the continuance of an Event of Default at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent Administrative Agent, an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination possession and control of any contracta Grantor, license, agreement, instrument or other document evidencing, giving rise the right to or theretofore granted, prosecute and maintain all such Intellectual Property and the right to the extent permitted by the Indenture, with respect to xxx for infringement of such propertyIntellectual Property; provided, further, provided that (i) such licenses to be granted hereunder with respect to Trademarks license shall be subject to the maintenance rights of quality standards with respect any licensee under a license granted prior to such Event of Default, (ii) such license shall only be granted to the goods extent not in violation of any then existing licensing or other agreements or arrangements to the extent that waivers cannot be obtained using commercially reasonable efforts and not otherwise unlawful or impermissible); and (iii) the quality of any services on or products in connection with which any Trademarks included in the Article 9 Collateral are used will not be materially inferior to the quality of such products sold by such Grantor under such Trademarks are used sufficient immediately prior to preserve the validity such Event of such TrademarksDefault. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; , provided that any license, license or sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (to the Notes extent that the First-Priority Collateral Agent an irrevocable exercises its sole discretion pursuant to the Collateral Agreement (until First Lien) (it being understood that the termination Applicable Collateral Agent shall be under no obligation to exercise such discretion after the Discharge of First-Priority Obligations)) the Collateral Agent or a designee of the Indenture) nonexclusive Collateral Agent, for the benefit of the Second-Priority Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureNotes Indenture Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Trademarks in connection with respect goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademarks shall and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Notes Indenture Documents, to the goods and services on which such Trademarks are used sufficient to preserve extent conflicting. For the validity avoidance of such Trademarks. The doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised only during the continuation of an Event of DefaultDefault by the Collateral Agent and subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into); provided provided, however, that any license, license or sublicense or other transaction entered into granted by the Notes Collateral Agent to a third party during the continuation of an Event of Default shall remain in accordance herewith shall be binding upon the Grantors effect notwithstanding any subsequent cure of an such Event of Default. Furthermore, each Pledgor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Collateral Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a nonexclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation Borrower to the Grantorsthat effect) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, executed with respect to such propertya third party; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the Grantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedthereof and, to the extent permitted by applicable law, the Indenture, with respect right to such property; provided, further, that such licenses prosecute and maintain all Intellectual Property Collateral and the right to be granted hereunder with respect to Trademarks shall be subject to xxx for infringement of the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property Collateral. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor further agrees to cooperate with the Collateral Agent in any attempt to prosecute or maintain the Intellectual Property Collateral or xxx for infringement of the Intellectual Property Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation Borrower to the Grantorsthat effect) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, executed with respect to such propertya third party; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the Grantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted granted by the Indenture, with respect Collateral Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms necessary to preserve the validity existence, validity, and value of the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02. The license granted to the Collateral Agent herein shall be inapplicable to any Commercial Software License that constitutes Intellectual Property Collateral to the extent the applicable Grantor is prohibited by written agreement from granting a license in such Commercial Software License to the Collateral Agent, except to the extent such prohibition is ineffective (or deemed ineffective) under the UCC or other applicable law. Each Grantor irrevocably agrees that, in connection with any enforcement of the Collateral Agent’s rights under this Security Agreement, the Collateral Agent may sell any of such Grantor’s Inventory directly to any Person, including Persons that have previously purchased the Grantor’s Inventory from such Grantor, and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor, and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, after the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement and all rights that may be deemed to have vested in the Collateral Agent shall be and hereby are assigned, transferred and conveyed to the Grantors. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject, in the case of Trademarks, to usesufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, license or to use and sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such IP Collateral above and beyond (a) the rights to such IP Collateral that each Grantor has reserved for itself and (b) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of lawapplicable Law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; provided, further, that such licenses to be granted hereunder with respect to (b) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor immediately prior to preserve the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation, the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) nonexclusive Collateral Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted not prohibited by the IndentureLoan Documents, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Trademarks in connection with respect goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademarks shall and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents, to the goods and services on which such Trademarks are used sufficient to preserve extent conflicting. For the validity avoidance of such Trademarks. The doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised only during the continuation of an Event of DefaultDefault by the Collateral Agent and subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into); provided provided, that any license, license or sublicense or other transaction entered into granted by the Notes Collateral Agent to a third party during the continuation of an Event of Default shall remain in accordance herewith shall be binding upon the Grantors effect notwithstanding any subsequent cure of an such Event of Default. Furthermore, each Pledgor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Notes Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default; and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or provisions on decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant subject to the Notes Collateral terms of the Intercreditor Agreements, each Grantor hereby grants to the Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense under such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, subject to the terms of the Intercreditor Agreements, at the option of the Notes Collateral Administrative Agent, only during the continuation continuance of an Event of Default; provided that any license. Subject to the terms of the Intercreditor Agreements, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement upon and during the continuance of an Event of Default at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and subject to any assignment of rights in Intellectual Property Collateral to the Collateral Agent in accordance with Section 4.01, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) nonexclusive Secured Parties, a worldwide exclusive license (subject to then-existing encumbrances and exercisable without payment of royalty or other compensation to the Grantors) to use, sell (in accordance with Section 4.01) and, solely to the extent necessary for the purposes herein, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination possession and control of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to a Grantor; provided that (i) such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks license shall be subject to the maintenance rights of quality standards with respect any licensee under a license granted prior to such Event of Default and (ii) such license shall only be granted to the goods and services on which such Trademarks are used sufficient to preserve the validity extent not in violation of such Trademarksany then-existing licensing or other agreements or arrangements. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral AgentAgent as directed by the Required Holders, only upon the occurrence and during the continuation of an Event of Default; , provided that any license, license or sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding during the continuation of an Event of Default and will terminate upon any subsequent cure of an such Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license and, to the extent permitted under Licenses granting such Grantor rights in Intellectual Property, sublicense (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedand, to the extent permitted by applicable law, the Indenture, right to prosecute and maintain all Intellectual Property and the right to xxx for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with respect the Administrative Agent in any attempt to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to prosecute or maintain the maintenance Intellectual Property or xxx for infringement of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided (i) that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default, (ii) such license shall be subject to the rights of any licensee under any exclusive License granted prior to such Event of Default, (iii) the quality of any services or products in connection with which any Trademarks included in the Article 9 Collateral are used will not be materially inferior to the quality of such services and products sold by any Grantor under such Trademarks immediately prior to such Event of Default and such Grantor shall have the right to inspect any such services and products to monitor compliance with such standard, and (iv) to the extent such license is a sublicense of any Grantor’s rights as licensee under any License, the license to the Administrative Agent shall act in accordance with any limitations in such License actually known to it, including prohibitions on further sublicensing.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a nonexclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive terminated as provided below), nonexclusive, non-transferrable, limited license (exercisable without payment of royalty or other compensation to the Grantors) Grantors and effective solely upon the occurrence and solely during the continuation of an Event of Default), subject, in the case of Trademarks, to reasonable quality control obligations and, in the case of trade secrets, to standard confidentiality obligations, to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, provided that nothing in this Section 3.03 shall require Grantors to grant such nonexclusive license and/or sublicense does not violate the express terms of any license that is prohibited by any rule of law, statute or regulation or is prohibited byagreement between a Grantor and a third party, or constitutes a breach gives such third party any right of acceleration, modification or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarkscancellation therein. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, solely upon the occurrence and solely during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 7.12, the license granted to the Notes Collateral Agent pursuant to this Section 5.03 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the benefit of the Secured Parties, an irrevocable (until the but terminable, upon termination of the Indenture) nonexclusive this Agreement in accordance with Section 5.13 hereof), non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to sue for past infringement of the Intellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Notes Collateral Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, provided that (a) nothing in this Section 3.03 herein shall require Grantors to constitute the grant of any license that is prohibited by would cause any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results any existing licensing agreement to which the Grantor is party that could result in the loss or termination of such license or result in any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to material liability on the extent permitted part of the Grantor and (b) the license granted by the Indenture, this Section shall automatically terminate with respect to any Intellectual Property in which any Grantor grants an exclusive license to a third party in the ordinary course of its business (and shall not become effective as to any Intellectual Property in which such property; provided, further, that such licenses to be an exclusive license has been granted hereunder with respect to Trademarks shall be subject prior to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksdate hereof). The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default (but not in the absence of an Event of Default); provided that any license, sublicense sub-license or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive a non-exclusive, royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation Borrower to the Grantorsthat effect) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, executed with respect to such propertya third party; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor hereby grants to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent at any time after and during or the continuance of an Event of DefaultCollateral Agent, grant to for the Notes Collateral Agent an irrevocable (until the termination ratable benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors the right to grant any license that is prohibited by any rule prosecute and maintain all Intellectual Property and the right to xxx for past infringement of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Agreement, solely at such time and for so long as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default) to (in the Agent’s sole discretion) a designee of the Agent or the Agent, grant to for the Notes Collateral Agent benefit of the Secured Parties, an irrevocable (until the but terminable, upon termination of the Indenture) this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access the right to prosecute and maintain all media in which any Intellectual Property and the right to xxx for past infringement of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofIntellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under ,or results in the termination right of an unaffiliated third party to terminate, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Notes Collateral Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent an irrevocable (until or the termination Collateral Agent, for the ratable benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 5.03 shall require Grantors such Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesAgreement, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification, termination or cancellation therein and (b) is not prohibited by any rule requirements of applicable law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Notes Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject, in the case of Trademarks, to usesufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, license or to use and sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent subject to the terms of the Intercreditor Agreement, during the continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor immediately prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For Subject to the provisions of the Intercreditor and Subordination Agreement, for the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Issuer’s written notice to the Collateral Agent of such termination or cure) and shall be exercised by the Collateral Agent solely in connection with the Collateral Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Issuer, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureSPA, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Note Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense under such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, subject to the Intercreditor Agreement, grant to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral Intellectual Property constituting Article 9 Collateral, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 5.03 shall require Grantors such Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The Subject to the Intercreditor Agreement, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent (upon the written direction of the Administrative Agent), upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedand, to the extent permitted by applicable law, the Indenture, with respect right to such propertyprosecute and maintain all Intellectual Property and the right to xxx for infringement of the Intellectual Property; provided, furtherthat, that (a) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (b) to the extent such license is a sublicense of a Grantor’s rights under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing, and (c) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods products and services on in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or xxx for infringement of the Intellectual Property. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that provided, that, any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Upon the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification, termination or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Agent, exercised solely during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth herein, the license granted to the Administrative Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the Grantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted granted by the Indenture, with respect Collateral Agent to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms necessary to preserve the validity existence, validity, and value of the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.Grantors

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance continuation of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedand, to the extent permitted by applicable law, the Indenture, with respect right to prosecute and maintain all Intellectual Property and the right to xxx for infringement of the Intellectual Property; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such property; providedEvent of Default, further(ii) to the extent such license is a sublicense of a Grantor’s rights under any third party license, that the license to the Administrative Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing and (iii) such licenses to be granted hereunder with respect to material Trademarks shall be subject to the maintenance of quality standards with respect to the goods products and services on in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or xxx for infringement of the Intellectual Property. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a nonexclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureIndenture and each Additional Pari Passu Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to (in the Notes Collateral Agent’s sole discretion) the Collateral Agent an irrevocable (until the termination or a designee of the Indenture) Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral Intellectual Property constituting Article 9 Collateral, now owned or hereafter acquired by such the Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 5.03 shall require Grantors the Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the Indenture, granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent Trustee to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies, each Grantor shallPledgor, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes extent it can lawfully do so, hereby grants to the Collateral Agent Trustee an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsPledgors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided. The license (i) shall be subject to those exclusive Copyright Licenses, howeverPatent Licenses, that nothing and Trademark Licenses granted by the Pledgors in this Section 3.03 shall require Grantors to grant any license that is prohibited effect on the date hereof and those granted by any rule of lawPledgor hereafter, statute or regulation or is prohibited by, or constitutes a breach or default as permitted under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedSecured Documents, to the extent permitted by the Indentureconflicting, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent (ii) may be exercised, at the option of the Notes Collateral AgentTrustee, only upon the occurrence and during the continuation of an Event of Default; provided Default if no First Lien Obligation Period then exists, provided, that any license, sublicense or other transaction entered into by the Notes Collateral Agent Trustee in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shallshall and hereby does grant to the Collateral Agent a non-exclusive license or sublicense in all Intellectual Property owned or licensed by such Grantor, upon request by the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) full extent such Grantor is permitted to grant such a nonexclusive license or sublicense (exercisable without payment of royalty or other compensation to the GrantorsGrantors and revocable in accordance with the termination of this Agreement pursuant to Section 8.13) exercisable after the occurrence and during the continuance of an Event of Default to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only after the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, after the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement and all rights that may be deemed to have vested in the Collateral Agent shall be and hereby are assigned, transferred and conveyed to the Grantors. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.Section 4.02 below

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to and effective solely upon the Grantorsoccurrence and solely during the continuation of an Event of Default) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license and any such license granted by the Administrative Agent to a third party shall include reasonable and customary quality control and inurement provisions with regard to Trademarks (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in this Section 3.03 the foregoing license grant shall require Grantors be construed as granting the Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect sublicense to such propertyIntellectual Property hereunder); and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to nonexclusive license and/or sublicense does not violate the maintenance express terms of quality standards with respect to the goods any agreement between a Grantor and services on which a third party, or gives such Trademarks are used sufficient to preserve the validity third party any right of such Trademarksacceleration, modification or cancellation therein. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, solely upon the occurrence and solely during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant subject to the Notes Collateral terms of the Intercreditor Agreements, each Grantor hereby grants to the Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third 19 party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and enforceability of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense under such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Administrative Agent may be exercised, subject to the terms of the Intercreditor Agreements, at the option of the Notes Collateral Administrative Agent, only during the continuation continuance of an Event of Default; provided that any license. Subject to the terms of the Intercreditor Agreements, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of Default, the Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral. Section 4.04.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of the Indenture) nonexclusive license (exercisable without payment all Events of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon no less than 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. license, agreement, instrument or other document evidencing, giving rise to executed with a third party or theretofore granted, otherwise unreasonably prejudices the value thereof to the extent permitted by the Indenture, with respect to such propertyrelevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party (including the access rights set forth above) shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Section 25 hereof (including, without limiting the terms of Section 25 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral or Equipment) at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and remedies during the continuance of an Event of Default, grant each Grantor hereby grants to Agent, for the Notes Collateral benefit of Agent and Lenders, an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch Grantor) to use, license or sublicense any of the Collateral Proprietary Rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedeach case, to the extent not prohibited by licenses, contracts and other agreements related thereto that are known to Agent in advance based on receipt of notice from Grantors (it being understood and agreed specifically that Agent shall be deemed to be aware of customary limitations existing on commercial software and programs, Grantors shall advise Co-Agents if any non-customary limitations exist prior to the Closing Date and no Grantor shall enter into any such limiting license, contract or other agreement without the consent of the Co-Agents other than customary limitations on commercial software and programs. Any license, sale or other disposition of any Proprietary Rights by Agent in full or partial satisfaction of the Obligations shall either be on commercially reasonable terms or on terms permitted by the Indentureprovisions of the UCC or other statutes governing such license, with respect to sale or disposition. Agent shall apply the net proceeds of any such property; providedlicense, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject sale or other disposition to the maintenance Obligations as provided herein and in the Credit Agreement or, if applicable, the Intercreditor Agreement, and only thereafter and after paying any other amount required by any applicable provision of quality standards with respect law, shall Agent account for the surplus, if any, to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultGrantors.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until to the termination of the Indenture) full extent such Grantor is permitted to grant such a nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantors and revocable in accordance with the termination of this Agreement pursuant to Section 8.13) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that are customarily required to Form of Security Agreement NY\6158255.3 ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Administrative Agent an irrevocable a nonexclusive, royalty-free, limited license (exercisable until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of any such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.and any

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the IndentureBorrower to that effect) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Collateral Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon no less than 10 days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under Article V of this Agreement and other Security Documents at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies (including after the commencement of any bankruptcy, insolvency, receivership or other similar proceeding), each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Administrative Agent an irrevocable (until the termination of the Indenture) nonexclusive irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to the Grantors) to use, exploit, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors the right to grant any license that is prohibited by any rule prosecute and maintain all Intellectual Property and the right to sxx for infringement of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, the grant to the Administrative Agent of the rights pursuant to Sections 5.01 and 5.03 shall not be terminated or otherwise affected or impaired by the termination of any licensing agreement relating to the license of any Intellectual Property by a Grantor to another Subsidiary relating to the license of any Intellectual Property by a Grantor to another Subsidiary.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by hereby (a) grants to the Notes Collateral Agent at any time exercisable only upon or after the occurrence and solely during the continuance of an Event of DefaultDefault an irrevocable, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral Intellectual Property (other than Excluded Property) now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (other than where such use, license or sublicense would constitute a breach or violation of any then-existing License to the extent that waivers cannot be obtained or to the extent such use, license or sublicense would render such Intellectual Property invalid or unenforceable, or result in the abandonment thereof or violate applicable law); provided that, in the case of Trademarks, the foregoing license to the Collateral Agent and any such license or sublicense granted thereunder shall be subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of abandonment, invalidation or unenforceability of such Trademark, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, howeverthe right to prosecute and maintain all Intellectual Property and the right to xxx for infringement of the Intellectual Property, and (b) irrevocably agrees that nothing the Collateral Agent may sell any of such Grantor’s Inventory directly to any Person, including Persons that have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Section 3.03 shall require Grantors Agreement, may sell Inventory which bears any Trademark owned by or licensed to grant such Grantor and any license Inventory that is prohibited covered by any rule of law, statute Copyright owned by or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect licensed to such property; provided, further, that Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods Grantor and services on which sell such Trademarks are used sufficient to preserve the validity of such TrademarksInventory as provided herein. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, upon or after the occurrence and solely during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For Each Grantor hereby grants to the purpose of enabling the Notes Collateral Agent an irrevocable absolute power of attorney to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shallsign, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property and each application for such registration, and record the same. Subject to the Notes Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Collateral Agent an irrevocable (until may, by written notice to the termination relevant Grantor, take any or all of the Indenturefollowing actions: (i) nonexclusive license (exercisable without payment declare the entire right, title and interest of royalty or other compensation such Grantor in and to the Grantors) to useIntellectual Property, license or sublicense any vested in the Collateral Agent for the ratable benefit of the Secured Parties, in which event such rights, title and interest shall immediately vest, in the Collateral now owned Agent for the ratable benefit of the Secured Parties, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or hereafter acquired by registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks and the right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property in any manner whatsoever, directly or indirectly, and wherever such Grantor shall execute such further documents that the same Collateral Agent may be locatedreasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and including Trademark Office, equivalent office in such license a state of the United States or applicable Domain Name registrar to the Collateral Agent and provide reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedand (v) with respect to any Grantor’s rights under any Copyright License, howeverPatent License or Trademark License, that nothing in this Section 3.03 and each Grantor’s rights under Patent License, Copyright License or Trademark License shall require Grantors inure to grant any license that is prohibited by any rule the benefit of lawthe Collateral Agent, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, solely to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject license as it pertains to the maintenance Collateral, in each case solely during the occurrence and continuation of quality standards with respect to the goods an Event of Default. Upon and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Indenture, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Notes licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Defaultor its designee.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Agreement, solely at such time and for so long as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default) to (in the Agent’s sole discretion) a designee of the Agent or the Agent, grant to for the Notes Collateral Agent benefit of the Secured Parties, an irrevocable (until the but terminable, upon termination of the Indenture) nonexclusive this Agreement), non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access the right to prosecute and maintain all media in which any Intellectual Property and the right to sxx for past infringement of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofIntellectual Property; provided, however, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under under, or results in the termination right of an unaffiliated third party to terminate, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedagreement with an unaffiliated third party, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyIntellectual Property Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Notes Collateral Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the same.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) subject to Section 5.13), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity and, in all material respects, the aggregate value of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ notice to the applicable Grantor , the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Third Lien Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Third Lien Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Third Lien Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination waiver or cure of all Events of Default and the delivery by the Issuers to the Third Lien Agent of an Officer’s Certificate of a Responsible Officer of the IndentureIssuers to that effect) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Third Lien Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Third Lien Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Issuers to the Third Lien Agent of an Officer’s Certificate of a Responsible Officer of the Issuers to that effect and shall be exercised by the Third Lien Agent solely during the continuance of an Event of Default and upon no less than 10 days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Third Lien Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Third Lien Agent under this Agreement, any other Security Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Third Lien Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Third Lien Agent may be exercised, at the option of the Notes Collateral Third Lien Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Third Lien Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor, to the extent it is able to do so without breaching the terms of any contract to which such Grantor shallis a party and without breaching applicable law, upon request by hereby grants to the Notes Collateral Agent at any time after Administrative Agent, to the extent of such Grantor’s rights and effective only during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) , but subject, in the case of Trademarks, to usesufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks), to exploit, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation compilation, printout, display, transfer, disclosure, processing or printout thereof; providedsharing thereof and the usernames, howeverpasswords and related information required to access the foregoing, that nothing in this Section 3.03 shall require Grantors the right to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in prosecute and maintain such Intellectual Property and the termination of any contract, license, agreement, instrument or other document evidencing, giving rise right to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity sue for infringement of such TrademarksIntellectual Property. Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain such Intellectual Property or sue for infringement of such Intellectual Property. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure or waivers of an Event of Default. Each Grantor irrevocably agrees that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such Grantor’s Inventory directly to any Person, including Persons that have previously purchased the Grantor’s Inventory from such Grantor, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor, and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein (in each case, to the extent such Grantor has the rights to grant such rights).

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Collateral Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such property; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. (a) For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by hereby grants (such grant effective solely after the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant ) to the Notes Collateral Administrative Agent, for the benefit of the Administrative Agent an irrevocable and the other Secured Parties, a (until the termination occurrence of the Indentureevents in Section 30(d)) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of Intellectual Property reasonably related to the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including located in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofCanada; provided, however, that nothing in this Section 3.03 such license shall require Grantors be limited to grant the purposes and scope of any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, granted hereunder and only be used to the extent permitted by necessary for the Indenture, with respect Administrative Agent to such propertyexercise the remedies expressly set forth in Section 18(c); provided, further, further that any such licenses license granted by the Administrative Agent to be granted hereunder with respect to Trademarks a third party shall be subject limited to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms necessary to preserve the existence and validity of such Trademarks. The the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of such license by appropriate notices and prohibiting the Notes Collateral Agent may be exerciseduse of false notices, at protecting and maintaining the option quality standards of the Notes Collateral AgentTrademarks in the manner set forth below (it being understood and agreed that, during nothing in the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith foregoing license grant shall be binding upon construed as granting the Grantors notwithstanding Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case Intellectual Property that is licensed to any subsequent cure of an Event of Default.such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder)

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Notes Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions customarily required to ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive a non-exclusive, royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual *** Confidential treatment has been requested for the portions marked by “***”. The confidential redacted portions have been omitted and filed separately with the Commission Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureLoan Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a nonexclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 Business Days’ prior written notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 7.1.2 of the Agreement or any other rights of Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant Loan Party hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the GrantorsLoan Parties) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such GrantorLoan Party, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Loan Party and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited granted by any rule of law, statute or regulation or is prohibited by, or constitutes Agent to a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms necessary to preserve the validity existence, validity, and value of the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of Agent under this Agreement, any other Loan Document or Applicable Law, nothing in the foregoing license grant shall be construed as granting Agent rights in and to such TrademarksIntellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Loan Party has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Loan Party by a third party, the extent to which such Loan Party has the right to grant a sublicense to such Intellectual Property Collateral hereunder). The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Loan Parties notwithstanding any subsequent cure of an Event of Default.. In the event the license set forth in this Section 1.3.1 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of Loan Party; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Loan Party prior to the exercise of the license rights set forth herein; and (iii) at Loan Party's request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by Loan Party to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 1.3.2

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Administrative Agent shall shall, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, be lawfully entitled to exercise such rights and remedies, each Grantor shall, effective upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant Default each Grantor hereby grants (but subject always to the Notes Collateral then existing licensing arrangements or other rights of third parties) to the Administrative Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property or Software now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Administrative Agent may be exercised, at the option of the Notes Collateral Administrative Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of . If (i) an Event of DefaultDefault shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Administrative Agent granted hereunder, shall continue to be in full force and effect; provided further, the rights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by Pledgor hereby grants to (in the Notes Collateral Agent’s sole discretion) a designee of the Collateral Agent at any time after and during or the continuance of an Event of DefaultCollateral Agent, grant to for the Notes Collateral Agent an irrevocable (until the termination ratable benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors the right to grant any license that is prohibited by any rule prosecute and maintain all Intellectual Property and the right to xxx for past infringement of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, following written instruction from the Applicable First Lien Agent, upon the occurrence and during the continuation of an Event of Default; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the ABL Loan Documents, the Indenture Documents and any Other First Priority Agreement, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant to the Notes Collateral Agent an irrevocable (until the termination of the IndentureCredit Agreement) nonexclusive license li- cense (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors any Grantor to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results re- sults in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such property; providedpro- vided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of DefaultDe- fault; provided that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as and to the Notes extent any Article 9 Collateral Agent shall be lawfully entitled consisting of Intellectual Property has not been assigned, transferred or conveyed pursuant to exercise such rights Section 4.01, and remediesin accordance with the First Lien Intercreditor Agreement, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Notes Collateral Agent) to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, howeveror gives such third party any right of acceleration, that nothing in this Section 3.03 shall require Grantors to grant any license that modification or cancellation therein and (b) is not prohibited by any rule Requirements of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyLaw; provided, further, provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided provided, further, that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after and during the continuance of an Event of Default, grant hereby grants to the Notes Collateral Agent an irrevocable (until Agent, for the termination benefit of the Indenture) nonexclusive Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject, in the case of Trademarks, to usesufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, license or to use and sublicense any of the IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 3.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; provided, further, that such licenses to be granted hereunder with respect to (ii) the licensed or sublicensed Trademarks shall only be subject to used in association with goods or services of a quality and nature consistent with the maintenance of quality standards and reputation with respect to the goods and services on which such Trademarks are were associated when used sufficient by Grantor immediately prior to preserve the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks. The use of such license by , including, without limitation the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent actions and conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent Agent, effective as of an irrevocable Event of Default, a non-exclusive, royalty-free, limited license (until the termination waiver or cure of the IndentureEvent of Default) nonexclusive license (exercisable without payment of royalty for cash, upon credit or other compensation to for future delivery as the Grantors) Collateral Agent shall deem appropriate to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor, and nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such licenses license and any such license granted by the Collateral Agent to be granted hereunder with respect to Trademarks a third party shall be subject to the maintenance of quality standards with respect to the goods include reasonable and services on which such Trademarks are used sufficient customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such TrademarksIntellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Notes Collateral Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Notes Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that customarily required to ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor's request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement Note and the other Note Documents at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after the occurrence and during the continuance of an Event of Default, grant each Note Party hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination waiver or cure of the Indenture) nonexclusive license (exercisable without payment all Events of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Intellectual Property and Licenses included in the Article 9 Collateral now owned or hereafter acquired by such GrantorNote Party, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofthereof to the extent of the applicable Note Party’s interest therein; provided, however, that (i) all of the foregoing rights of the Collateral Agent to use (to the extent permitted by the terms of such licenses and sublicenses) such licenses and sublicenses shall expire immediately upon the waiver or cure of all Events of Default and written notice by the applicable Note Party to the Collateral Agent of such waiver or cure, and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default, and nothing in this Section 3.03 12(d) shall require Grantors the Note Parties to grant any license that is prohibited by any rule of law, statute or regulation Law or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureNote Documents, with respect to, such property or otherwise unreasonably prejudices the value thereof to the relevant Note Party and (ii) such property; provided, further, that such license and all of the foregoing rights related thereto shall automatically terminate upon the payment in full of all Note Obligations. Under the licenses to be granted hereunder by each Note Party under this Section 12(d), both (A) the use of the Intellectual Property and Licenses included in the Article 9 Collateral by the Collateral Agent and (B) the licenses granted by the Collateral Agent to a third party shall (1) with respect to Trademarks shall Trademarks, be subject to the maintenance of reasonable quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (2) with regard to trade secrets, be subject to the requirement that the secret status of the trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; (3) with regard to Patents, be subject to the obligation to maintain the existence and enforceability of such Patents; (4) be subject to the use of reasonable patent, trademark, copyright and proprietary notices; and (5) be subject to the Collateral Agent having no greater rights than those of any such Note Party under any such license or sublicense; provided, however, that with respect to any uses, licenses, form licenses, or any other agreements or activities in effect on or prior to the occurrence of such Event of Default the requirements set forth in the foregoing clauses (1) through (5) shall be deemed satisfied. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) may be exercised, at the option of the Notes Collateral Agent, exercised only during the continuation of an Event of Default; provided that any license, sublicense Default and until such time as all such Events of Default have been cured or other transaction entered into waived in writing by the requisite holders of Notes Collateral Agent in accordance herewith shall be binding upon with the Grantors notwithstanding any subsequent cure Note Documents. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) may also exercise the rights afforded under Section 12(b)(ii) with respect to Intellectual Property and Licenses contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an any Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) nonexclusive a nonexclusive, royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of any Event of Default and upon written notice to the applicable Grantor of any Event of Default, and nothing in this Section 3.03 5.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, unreasonably prejudices the value of any Intellectual Property, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with respect to such property; provided, further, that any such licenses license and any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including provisions requiring (as applicable) the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be granted hereunder construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property). Upon the occurrence and during the continuance of any Event of Default, the Collateral Agent may also exercise the rights afforded under Section 5.01 with respect to Trademarks shall be subject to Intellectual Property contained in the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement, and in accordance with any applicable Intercreditor Agreement at such time as or the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remediesIndenture, each Grantor shallGrantor, upon request by the Notes Collateral Agent at any time after and solely during the continuance of an Event of Default, grant grants to the Notes Collateral Agent an irrevocable (until the termination of the Indenture) irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that nothing in this Section 3.03 shall require Grantors each case subject to grant any license that is prohibited by any rule such Grantor’s reasonable security policies and obligations of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore grantedconfidentiality, to the extent permitted that such nonexclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein, and (b) is not prohibited by the Indenture, with respect to such propertyany requirements of law; provided, further, provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Notes Collateral Agent remedies at any time after and during the continuance of an Event of Default, grant each Grantor hereby grants to the Notes Collateral Agent an irrevocable a non-exclusive, royalty-free, limited license (until the termination or cure of the Indenture) nonexclusive license (exercisable without payment Event of royalty or other compensation to the GrantorsDefault) to use, license or sublicense any of the Collateral Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and upon 10 days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 3.03 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the IndentureCredit Agreement, with respect to such propertyproperty or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses to be granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and the maintenance of quality standards with respect to the goods and services on which such Trademarks are used used, sufficient to preserve the validity and value of such Trademarks. The For the avoidance of doubt, the use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by Default and upon 10 days’ notice to the Notes Collateral Agent in accordance herewith shall be binding upon applicable Grantor. Upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of DefaultDefault and upon 10 days’ notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Each Grantor shall grant to the purpose of enabling the Notes Collateral Agent an irrevocable absolute power of attorney to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shallsign, upon request by the Notes Collateral Agent at any time after occurrence and during the continuance of an Event of Default, grant any document which may be required by the Canadian Intellectual Property Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property to the Notes extent constituting Collateral and each application for such registration, and record the same. With respect to any Collateral consisting of Intellectual Property, if an Event of Default shall occur and be continuing, the Collateral Agent an irrevocable (until may, by written notice to the termination relevant Grantor, take any or all of the Indenturefollowing actions: (i) nonexclusive license declare the entire right, title and interest of such Grantor in and to such Intellectual Property, vested in the Collateral Agent for the ratable benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Creditors, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section 5.09 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (exercisable without payment ii) take and use or sell such Intellectual Property; (iii) take and use or sell the goodwill of royalty such Grantor’s business symbolized by Trademarks constituting Collateral and the right to carry on the business and use the assets of such Grantor in connection with which such Trademarks or other compensation Domain Names constituting Collateral have been used; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using such Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the Canadian Intellectual Property Office or a foreign jurisdiction or applicable Domain Name registrar to the Grantors) to use, license or sublicense any of the Collateral now owned or hereafter acquired by such Grantor, Agent and wherever the same may be located, and including in such license provide reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedand (v) each Grantor’s rights under any Patent License, howeverCopyright License or Trademark License constituting Collateral shall enure to the benefit of the Collateral Agent, that nothing in this Section 3.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, solely to the extent permitted by the Indenture, with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject license as it pertains to the maintenance Collateral, in each case solely during the occurrence and continuation of quality standards with respect to the goods an Event of Default. Upon and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Credit Agreement, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Notes licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent in accordance herewith shall be binding upon or its designee. This power of attorney is coupled with an interest, is given for valuable consideration (the Grantors notwithstanding any subsequent cure receipt and adequacy of an Event which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of Defaultthe relevant Grantor.